Vivendi SE shares tumbled by over 10% on Wednesday after Paris’s Court of Appeal ruled that Vincent Bolloré and Bolloré SE do not exercise control over the company. The court's decision eliminates the immediate prospect of a mandatory takeover offer by the Bolloré interests.
The ruling overturns the logic behind an earlier appeals court decision that had ordered Bolloré to launch a compulsory bid. That prior ruling had prompted analysts to estimate a potential take-private price tag in the range of 6 billion to 9 billion euros, roughly $10.3 billion by the figures cited at the time.
The Court of Appeal rejected arguments that Vincent Bolloré’s prominent personal influence should be treated as control despite a widely fragmented remaining shareholder base. Instead, the judges narrowed the legal measure of control to the exercise of voting rights, limiting mandatory bid obligations to demonstrable voting power.
This episode follows a procedural turn in which France’s highest civil court, the Cour de Cassation, quashed an earlier ruling in November and remitted the case to Paris’s Court of Appeal for reconsideration. The dispute dates to Vivendi’s 2024 break-up, which minority investor CIAM challenged on the grounds that the restructuring bolstered the Bolloré family’s grip on the group.
At the centre of CIAM’s challenge is the ownership stake of Bolloré SE, which holds 29.9% of Vivendi’s shares - a figure just below France’s 30% threshold that triggers a mandatory takeover offer. CIAM argued the corporate changes effectively strengthened the family’s control despite the stake falling short of the formal threshold; the appeals court’s latest decision did not accept that line of reasoning.
The court’s emphasis on voting rights as the operative criterion tightens the circumstances under which an investor is required to make a mandatory bid, at least in the context of this case. For now, the prospect of a compulsory offer by Bolloré has been removed, and Vivendi’s share price reflected that change in investor expectations.
Summary
Paris’s Court of Appeal found Vincent Bolloré and Bolloré SE do not exercise control of Vivendi, eliminating the immediate requirement for a mandatory takeover offer and focusing control analysis on exercised voting rights. The case was sent back to the appeals court after intervention by the Cour de Cassation and stems from a dispute over Vivendi’s 2024 restructuring raised by minority investor CIAM. Bolloré SE holds 29.9% of Vivendi, just below the 30% trigger for a mandatory bid.